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Focus Lighting & Fixtures Ltd Auditors Report.

To,

The Members of Focus Lighting and Fixtures Limited

Report on the audit of the financial statements

Opinion

We have audited the accompanying standalone financial statements of Focus Lighting
and Fixtures Limited (the Company), which comprise the balance sheet as at
March 31, 2019, and the Statement of Profit and Loss and statement of cash flows for the
year then ended, and notes to the standalone financial statements, including a summary of
Significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Companies Act, 2013 (Act) in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2019, its Profit and cash flows for the
year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under
section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards
are further described in the auditors responsibilities for the audit of the standalone
financial statements section of our report. We are independent of the Company in
accordance with the code of ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act and the rules thereunder,
and we have ful lled our other ethical responsibilities in accordance with these
requirements and the code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period.
These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

There are no Key Audit Matters Reportable as per SA 701 issued by ICAI.

The Companys board of directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexures to Boards Report, Business
Responsibility Report, Corporate Governance and Shareholders Information, but does not
include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial statements or our knowledge
obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard

Managements responsibility for the standalone financial statements

The Companys board of directors are responsible for the matters stated in section 134
(5) of the Act with respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial performance and cash
flows of the Company in accordance with the accounting principles generally accepted in
India, including the accounting standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the standalone financial statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for
assessing the Companys ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The board of directors are also responsible for overseeing the Companys financial
reporting process.

Auditors responsibilities for the audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone
financial statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditors report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the standalone
financial statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

 Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Companies Act, 2013, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system in place and the operating
effectiveness of such control.

 Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.

 Conclude on the appropriateness of managements use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast Significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditors report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

 Evaluate the overall presentation, structure and content of the standalone
financial statements, including the disclosures, and whether the standalone financial
statements represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and Significant audit findings, including any
Significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. From the matters communicated with
those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditors report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on other legal and regulatory requirements

As required by the Companies (Auditors Report) Order, 2016 (the Order),
issued by the Central Government of India in terms of sub-section (11) of section 143 of
the Companies Act, 2013, we give in Annexure A a statement on the matters
specified in paragraphs 3 and 4 of the Order.

As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books;

(c) The balance sheet, the statement of Profit and loss, and the cash flow statement
dealt with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the
accounting standards specified under section 133 of the Act, read with rule 7 of the
Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on March
31, 2019 taken on record by the board of directors, none of the directors is disqualified
as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the
Act;

(f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate report in Annexure B. Our report expresses an unModified opinion on
the adequacy and operating effectiveness of the Companys internal financial controls over
financial reporting;

(g) With respect to the other matters to be included in the Auditors Report in
accordance with the requirements of section 197 (16) of the Act, as amended, in our
opinion and to the best of our information and according to the explanations given to us,
the remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act; and

(h) With respect to the other matters to be included in the Auditors Report in
accordance with ule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us;

a. The Company does not have any pending litigations which would impact its financial
position;

b. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses; and

c. here has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company

For N P Patwa & Co.

Chartered Accountants

Firm Registration No.107845W

Sd/-

Jitendra Shah

Partner

Membership No. 042384

Place: Mumbai

Date: 29th May, 2019

Annexure A to the Independent Auditors Report*

(Referred to in paragraph 1 under Report on other legal and regulatory
requirements section of our report to the members of Focus Lighting and Fixtures Limited
of even date)

1. In respect of the Companys fixed assets:

(a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.

(b) The Company has a program of verification to cover all the items of fixed assets in
a phased manner over a period of three years, which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets. However, no physical
verification has been carried on by the management during the year. Accordingly, we were
unable to comment on whether any material discrepancies were noticed on such verification
and whether they are properly dealt with in the standalone financial statements.

(c) According to the information and explanations given to us, the records examined by
us and based on the examination of the conveyance deeds provided to us, we report that,
the title deeds, comprising all the immovable properties of land and buildings which are
freehold, are held in the name of the Company as at the bal- ance sheet date.

2. The inventory has been physically verified by the management during the year. In our
opinion, the frequency of such verification is reasonable. According to the information
and explanations given to us and as examined by us, no material discrepancies were noticed
on such verification.

3. According to information and explanation given to us, the company has not granted
any loan, secured or unsecured to companies, firms, limited liability partnerships or
other parties covered in the register required under section 189 of the Companies Act,
2013. Accordingly, paragraph 3 (iii) of the order is not applicable.

4. In our opinion and according to information and explanation given to us, the company
has not granted any loans or provided any guarantees or given any security or made any
investments to which the provision of section 185 and 186 of the Companies Act, 2013.
Accordingly, paragraph 3 (iv) of the order is not applicable.

5. In our opinion and according to the information and explanations given to us, the
com- pany has not accepted any deposits and accordingly paragraph 3 (v) of the order is
not applicable.

6. The Central Government of India has not prescribed the maintenance of cost records
under sub-section (1) of section 148 of the Act for any of the activities of the company
and accordingly paragraph 3 (vi) of the order is not applicable.

7. In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, amounts deducted/ accrued in the books of
account in respect of undisputed statutory dues including provident fund, employees state
insurance, income-tax, sales- tax, service tax, goods and service tax, duty of customs,
duty of excise, value added tax, cess and other mate- rial statutory dues have been
generally regularly deposited during the year by the company with the appropriate
authorities.

According to the information and explanations given to us, no undisputed amounts
payable in respect of provident fund, employees state insurance, income-tax, sales- tax,
service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess
and other material statutory dues were in arrears as at March 31, 2019 for a period of
more than six months from the date they became payable

(b) According to the information and explanations given to us and the records of the
company examined by us, there are no dues of sales- tax, service tax, goods and service
tax, duty of customs, duty of excise and value added tax which have not been deposited on
account of any dispute. The disputed dues on account of In- come Taxes are as follows.

Statute

Nature of dues

Amount (Rs.in lakhs)

Period to which the amount relates

Forum where the dis- pute is pending

Income Tax Dues

TDS

5.50

Periods from 2007- 08 too 2016-2017

Assessing Officer for rectification

Income Tax Dues

Assess- ment Dues

1.10

AY 2008-09

Assessing Officer for rectification

8 In our opinion and according to the information and explanations given to us, the
com- pany has not defaulted on account of dues of any financial institutions or banks or
any government or any debenture holders during the year.

9. The term loans taken during the year have been applied for the purposes for which
those are raised. The Company has not raised any money by way of initial public offer or
further public offer (including debt instruments).

10. To the best of our knowledge and according to the information and explanations
given to us, no fraud by the Company or no material fraud on the Company by its Officers
or employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanations given to us, the
Com- pany has paid/ provided managerial remuneration in accordance with the requisite ap-
provals mandated by the provisions of section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company and accordingly, paragraph 3 (xii) of the order
is not applicable to the Company.

13. According to the information and explanations given to us and based on our examina-
tion of the records of the company, transactions with the related parties are in compli -
ance with section 177 and 188 of the Act. Where applicable, the details of such trans -
actions have been disclosed in the standalone financial statements as required by the
applicable accounting standards.

14 According to the information and explanations given to us and based on our examina-
tion of the records of the company, the company has not made any preferential allot - ment
or private placement of shares or fully or partly convertible debentures during the year.
Accordingly, paragraph 3(xiv) of the order is not applicable.

15 According to the information and explanations given to us and based on our examina-
tion of the records of the company, the company has not entered into non-cash trans-
actions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the
order is not applicable.

16 According to the information and explanations given to us and based on our examina-
tion of the records of the company, the company is not required to be registered under
section 45-IA of the Reserve Bank of India Act 1934.

For N P Patwa & Co.

Chartered Accountants

Firm Registration No.107845W

Sd/-

Jitendra Shah

Partner

Membership No. 042384

Place: Mumbai

Date: 29th May, 2019

Annexure B to the Independent Auditors Report

(Referred to in paragraph 2 (f) under Report on other legal and regulatory
requirements section of our report to the Members of Focus Lighting And Fixtures Limited
of even date)

Report on the internal financial controls over financial reporting under clause (i) of
sub section 3 of section 143 of the Companies Act, 2013 (the Act)

We have audited the internal financial controls over financial reporting of Focus
Lighting and Fixtures Limited (the Company) as at March 31, 2019, in
conjunction with our audit of the standalone financial statements of the Company for the
year ended on that date.

Managements responsibility for internal financial controls

The board of directors of the Company is responsible for establishing and maintaining
internal financial controls based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors responsibility

Our responsibility is to express an opinion on the internal financial controls over
financial reporting of the Company based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the Guidance Note) issued by the Institute of Chartered Accountants
of India and the standards on auditing prescribed under Section 143 (10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls. Those
standards and the guidance note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting were established and maintained and if such
controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgement, including the assessment of the risks of
material misstatement in the standalone financial statements, whether due to fraud or
error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial control system
over financial reporting.

Meaning of internal financial controls over financial reporting

A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of standalone financial
statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
companys assets that could have a material effect on the standalone financial statements.

Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management of override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and according to the information and explanations given to us, the
Company has, in all material respects, an adequate internal financial control system over
financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2019, based on the internal control over financial
reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India.

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